Acquisition

Screen PLC 16 July 2001 FOE RELEASE 16 JULY 2001 7:30AM SCREEN PLC: ACQUISITION PURCHASE OF SPECIALIST SOFTWARE DEVELOPER PENTYRE LTD Screen Plc ('Screen'), a leading provider of advanced security and communication systems, announces that it has acquired Pentyre Ltd ('Pentyre'), a specialist software developer, for an immediate consideration of £750,000 to be satisfied by the issue of 555,556 ordinary shares and £400,000 in cash, with a deferred consideration of £300,000 in shares to be paid in January 2002, providing sales targets are met. An additional earn out element could result in further payments should revenues exceed expectations over the next 12 months. The additional payment, payable in shares and/or cash at Screen's discretion, will be 35% of the amount by which revenues to the end of this year and in the first six months of next year exceeds the pro-rata target of £1,500,000 per annum, up to a maximum payment of £1,000,000. Therefore the maximum potential consideration is £2,050,000. In the event that any acquired intellectual property rights are sold before the end of 2002 and achieves more than twice the agreed value of such rights, further sums would become payable by Screen to the vendors. Pentyre specialises in the development and support of software for surveillance, imaging, real-time control and communications systems. Their solutions are used in a range of demanding environments including the London Underground. The company offers a comprehensive set of control centre software products for both the public and private sectors, and provides project based development services to many leading international communications and control equipment manufacturers. Pentyre supports a wide range of customers including Bosch, BT, Ericsson, Motorola, Siemens, the London Underground, many Local Authorities and the Sydney Opera House, where its security & surveillance system is used to monitor all of the CCTV cameras within the Opera House precinct. The acquisition further strengthens Screen's position as a leading solutions provider to the public sector, especially in transport infrastructure projects, and enhances its ability to deploy its skills and expertise into commercial markets. It adds significant IPR and increases the software development capability of the Group, allowing Screen to offer more value added products and complete solutions to its growing client base. Said Owen Williams, Screen Plc Chairman: 'The synergy between Pentyre and several of the Screen business units is quite remarkable. Key products such as their integrated security control system and their digital video monitoring software complements and adds value to the products and services offered by our Petards Vision subsidiary, while Pentyre's close working relationship with many innovative equipment manufacturers will benefit our mobile data operations.' He added: 'This acquisition gives us access to a range of innovative products, leading edge development skills and a customer base of major international public and private sector customers. In line with our earlier acquisitions, Pentyre brings with it strong management, quality products, and an established customer base, with obvious opportunities to grow organically and to add value to our other business units, which have now been integrated, re-branded under the Petards name and are performing strongly.' Pentyre is based in Hemel Hempstead and has 21 employees. Audited accounts for the year ending 31 May 2000 showed turnover £1.28m and profit before tax of £22,000. Net asset value is approximately £30,000. The acquisition is Screen's fourth, and follows the successful integration of Europe's leading police in-car video evidence company, and a customer relationship management software business with applications for mobile data devices. Screen spent much of 2000 laying the base for future growth and started 2001 with the acquisition of the Civil Systems division of BAE Systems Plc for £1.1m in cash. Now Petards Civil Systems, the company specialises in software development and systems integration for fire brigades, airports and major infrastructure projects. ENDS Screen, listed on AIM since 1997, is a business-to-business solutions provider specialising in advanced security, communications and mobile data systems for the police and fire services, as well as central and local government, utilities and commercial sectors. Under the Petards brand, Screen develops and supports market-leading solutions for surveillance, integrated mobile data, in-car video and automatic recognition systems, customer relationship management and corporate knowledge delivery systems, emergency services MIS, mobilisation and command & control systems. Screen employs 150 people in the UK and Denmark and operates in over 46 countries. Screen's most visible product is ProVida, the in-car video evidence systems used by many of the world's police forces. Footage from this product regularly features in TV programs such as 'Police Camera Action' across the world. Pentyre Products: PenControl is a surveillance control centre software product that enables clients to monitor the security of their staff and assets in a highly effective manner. The product supports a range of different manufacturers security equipment, allowing the client to choose the most cost effective equipment rather than having to purchase equipment supplied by control centre software supplier. Argus-IP. The Internet has opened up the market for low cost and easy communications as long as the devices use the Internet Protocols (IP). Camera manufacturers are taking advantage of this by designing IP based video cameras to provide high quality images that meet the requirements of the security industry. Argus-IP is a new product that enables the recording, storage and retrieval of IP video. It provides a range of video processing functions (e.g. motion, colour, brightness detection) to allow computer processing of moving IP video images to detect security events. PenPoint uses the latest telephony and voice processing techniques to monitor mobile employees, recording their work and checking their safety. It can be used for simple lone worker monitoring or for sophisticated service provision monitoring. PenWorks is a comprehensive and easy to use message handling and distribution system. It is aimed at organisations, which require a centralised control centre for distributing tasks to its own mobile workers or to sub-contractors. A typical user is an organisation that needs to maintain its property stock by accepting calls requesting maintenance work and then scheduling its repairs staff to attend to the requests. Argus is a large image capture, storage and retrieval product that enables images to be captured from normal analogue CCTV cameras. It can be linked to Automatic Number Plate Recognition software to form a highly effective vehicle tracking system for port, harbours and other areas with large traffic flows. A special use of this product is for damage control where, for example, a shipping line may get claims for damage to vehicles in transit. Photographs of the vehicles are taken prior to loading and after unloading to enable verification, or otherwise, of an insurance claim. CareControl is a control centre software product specifically designed to support a wide range of manufacturers social alarm units. It enables a local authority or housing association to monitor the well being of elderly, sick, or disadvantaged people. Contacts: Screen Plc Petards Vision Binns & Co PR Ltd Owen Williams - Mike Williams Peter Binns Chairman Tel: 01932 788288 Paul McManus Tel: 01628 820011 Email: Tel: 020 7786 9600 Email: m.williams@petards.com info@screenplc.com Email: www.petards.com paul.mcmanus@binnspr.co.uk www.screenplc.com
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